1 – License Agreements and Sales Contracts for the leafsystems Point-of-Sale System

During the term of the Agreement and in accordance with the individually negotiated terms, conditions, and other provisions of the Customer Agreement, the Customer may access and use the services, products, and/or additional features subscribed to by the Customer, regardless of whether they are provided under a paid software license agreement, a free trial, or any other promotional offer, as specified in the applicable invoice or in the quotation and/or agreement signed by the Customer.
Each product may include updates, cloud-based services, support services, applications, or documentation, each of which is subject to the terms and conditions of the applicable Customer Agreement.

Leaf Systems GmbH primarily distributes its solutions and services through specialized retail partners in Germany, Austria, and Switzerland. The collaboration with these certified specialist dealers is standardized through appropriate contracts, allowing these authorized companies to act on behalf of Leaf Systems GmbH and to mediate and countersign customer contracts for Leaf Systems.

The customer is solely responsible for all actions taken using the login credentials for their leafsystems account, regardless of whether these actions are performed by the customer themselves, their employees, or a third party. The customer is solely responsible for protecting all account login credentials, as well as any other passwords and PINs, in their possession. Leaf Systems GmbH is not liable for any losses and/or damages resulting from unauthorized use of the customer’s account.

2 – Mediation of integrated services and solutions from other manufacturers

Leaf Systems GmbH collaborates with other providers in many use cases (payment services, reservation systems, digital receipts, etc.) and, in some cases, offers integrations with the leafsystems POS system. Leaf Systems GmbH is not liable for the proper functioning of these services and solutions provided by other vendors. Leaf Systems GmbH acts solely as an intermediary and has no influence over the functionality or technology generally associated with the services and solutions provided by third-party providers. The terms and conditions and the general terms and conditions of the third-party providers apply.

2.1 Adyen White-Label Solution – Role of Leaf Systems / Limitation of Liability
Leaf Systems GmbH provides customers with a technical interface to the payment service provider Adyen N.V. (hereinafter “Adyen”). Leaf Systems is not a payment service provider as defined by the Payment Services Supervision Act (ZAG) and does not process any payment transactions itself. The entire payment processing (authorization, processing, disbursements, refunds, chargebacks, etc.) is carried out exclusively by Adyen based on the terms and conditions applicable between Adyen and the customer.
Leaf Systems has no influence over the operation, technical availability, or performance of Adyen’s services and assumes no liability in this regard. This applies in particular to disruptions, outages, transaction errors, or delays that fall within Adyen’s area of responsibility.

1. Transaction Fees and Monthly Billing
   As part of the payment processing, Adyen collects the applicable transaction fees net immediately at the time of each transaction. At the end of each calendar month, Leaf Systems issues the customer a consolidated invoice for the gross fees incurred (including sales tax).
   Since the net fees have already been withheld by Adyen, Leaf Systems will collect only the sales tax amount applicable to the fees via SEPA direct debit. The customer agrees to issue the appropriate SEPA mandate and to ensure that there are sufficient funds in the account.Since the net fees have already been withheld by Adyen, Leaf Systems will collect only the sales tax amount applicable to the fees via SEPA direct debit .
   
2. Terminal Fees / Terminal Replacement Fee
   A monthly terminal replacement fee applies to each payment terminal assigned to the customer or purchased through Leaf Systems. This fee covers the provision, maintenance, insurance, and replacement of defective devices. It is due regardless of the actual use of the terminal, including devices that are in the customer’s inventory and are not actively in use. No refund will be issued for non-use or decommissioning. By purchasing an Adyen payment terminal through Leaf Systems, the customer agrees to pay the agreed-upon terminal replacement fee for the duration of the contractual relationship. Payment of this fee may generally be discontinued only in connection with the termination of the contractual relationship. In this case, the terminals assigned to the customer will be removed from the terminal inventory of Leaf Systems GmbH and can no longer be used or operated as part of the payment infrastructure provided by Leaf Systems or Adyen. Upon termination of the contractual relationship, the customer’s obligation to pay the terminal replacement fee ceases to apply as of the effective date of termination. After the contract ends, Leaf Systems will not cover any Terminal Replacement Fee or other costs associated with the continued operation of the terminals.
   However, the customer has the option to offer the relevant terminals to Leaf Systems GmbH for repurchase. A repurchase will take place exclusively following a separate review and approval by Leaf Systems. The customer has no entitlement to repurchase or to a specific repurchase price.
3. Prices and Adjustments The current prices listed in Leaf Systems’ valid price list shall apply. Leaf Systems is entitled to adjust prices with reasonable notice. The customer will be notified of any changes in a timely manner.

3 – Disclaimer of liability for the use of old or third-party hardware

The leafsystems POS solution from Leaf Systems GmbH can, in many cases, be deployed on hardware already installed at the customer’s site. This often occurs when replacing previous providers.

In these and other cases, Leaf Systems GmbH is released from any liability as soon as existing hardware components, not supplied and/or installed by Leaf Systems itself or its specialized retail partners, cause malfunctions or are/ become defective. This also applies to existing network structures at customer sites that are outdated and/or incorrectly installed (incorrect cables / defective routers, etc.).

4 – Granting of licenses

During the contract term, Leaf Systems GmbH grants the customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the services and solutions, and allows its employees and all other users who access and use the products on behalf of the customer. The customer agrees that all rights, titles, and interests in and to all intellectual property rights in the products, as well as all modifications, enhancements, scripts, and other derivative works of the products provided or developed by Leaf Systems GmbH, including beta technology, are the exclusive property of Leaf Systems GmbH or its licensors. All rights not expressly granted to the customer hereunder are reserved by Leaf Systems GmbH.

5 – License restrictions

The customer and all users are not permitted to decompile the source code, underlying ideas, algorithms, or file formats, or to make any other changes. In the event of violations, the right to use will be terminated immediately and legal action will be taken. This applies especially in the case of attempts to create a similar or competing product and/or service. Any deliberate and/or intentional misuse and/or manipulation of the system itself or the stored data, especially for the purpose of result optimization or tax evasion, will lead to the immediate termination of usage rights. Any actions by the customer with the POS solution that are not in compliance with the law will lead to the immediate termination of the license agreement or the sales contract.

6 – Contract term

The contract term is generally indefinite, otherwise, the individually agreed term is regulated in the customer contract. Die Kündigungsfrist beträgt immer 1 Monat zum Monatsende. Die Kündigung kann vom Kunden durch den folgenden Link https://leaf-systems.eu/lizenzanpassungen/oder eine E-Mail an den Account finance@leaf-systems.de beantragt werden.

Any temporary suspensions of use and payment must be agreed upon separately with Leaf Systems GmbH via the following link: https://leaf-systems.eu/lizenzanpassungen/ The deadline for submitting the requested change is one month before the change takes effect. License fees cannot be refunded retroactively.

7 – Fees and payment services

Monthly license invoices are due immediately and are considered past due one week after they are issued. Unless otherwise agreed in the customer contract, the customer shall pay the amount agreed upon in the contract to Leaf Systems GmbH on a monthly basis via direct debit. If a payment is returned due to insufficient funds or an unannounced objection, the customer will be billed for the processing costs associated with the return. Annual licenses are also paid in advance in one sum by direct debit.

Otherwise, the agreed terms and conditions from the respective customer contract always apply.

In the event of a payment delay, Leaf Systems GmbH reserves the right to assign the outstanding amounts plus interest and handling fees to a debt collection service provider. After a proper dunning process, the contract and the associated usage rights terminate. In these cases, Leaf Systems GmbH is no longer obligated to perform its services.

8 – Security / Data Protection / Data Retention

Leaf Systems GmbH guarantees its customers and business partners the highest level of security for data storage. The cloud-based point-of-sale system leafsystems is operated through certified data centers in the Federal Republic of Germany. The stored data is therefore subject to German fiscal legislation and is always readily available. This is permanently guaranteed to customers, particularly in the event of an audit by regional tax authorities.

Leaf Systems GmbH guarantees that all of a customer’s stored data will be kept in the system for 10 years, making it accessible to the customer, their tax advisor, and the authorities. This applies particularly in the event of termination by the customer. The access data remains valid, and the data can be viewed or downloaded for 10 years after the termination. There are no additional costs for this.

9 – Maintenance activities and product changes

It may be necessary for Leaf Systems GmbH to perform scheduled and/or unscheduled maintenance work, or to repair or upgrade the product remotely. This may temporarily degrade the quality of the services or lead to a partial or complete failure of the product. Leaf Systems GmbH will endeavor to carry out such work at times that least disrupt the customers’ business operations. The customers will cooperate in the execution of such work if necessary.

Leaf Systems GmbH is entitled to supplement, remove, modify, or discontinue products and solutions or a component or version thereof at any time, which may obligate customers to take certain actions, including, but not limited to, installing specific patches, fixes, or updates, upgrading to a new version of a product or solution, and/or migrating to an alternative product or solution. This may happen to ensure compliance with legal regulations or generally for security reasons. The termination of cooperation with a third-party provider may also require such measures.

10 – Applicable Law / Jurisdiction / Severability Clause

This contract is subject to the legislation of the Federal Republic of Germany and shall be interpreted in accordance with it. Mannheim is agreed upon as the jurisdiction.

If one or more provisions of this contract are found to be invalid, unlawful, or unenforceable by a competent court in any respect, the validity, legality, and enforceability of the remaining provisions of these General Terms and Conditions shall remain unaffected.

Mannheim, 12-2025